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Asymetrix Learning Systems, Inc.
110-110th Avenue NE, Bellevue, WA 98004 * (425) 462-0501

The company is a leading provider of online enterprise learning solutions designed to enable organizations to capture, deploy and manage knowledge more effectively for use as a competitive advantage.

Primary Underwriting Group
ManagerTierPhone
Nationsbanc Montgomery Securities, Inc.Lead Manager (415) 627-2100
BancAmerica Robertson StephensCo-manager (415) 989-8500
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626

Offering Information
NASNTL:ASYM High-Tech: SIC 7371
Type of Shares:Common Shares Filing Date:3/31/98
U.S. Shares:3,000,000 Offer Date:6/11/98
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:3,000,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $33,000,000 Selling:$0.44
Expenses: - Reallowance:$0.10
Post-IPO Shares:13,100,000
Employees:304

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fenwick & West
Bank's Law Firm: Brobeck, Phleger & Harrison
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$24.06Assets:$21.56
Net Income:-$13.12Curr Assets:$10.76
EPS:-$2.17Liabilities:$11.80
Prior EPS:-$4.01Curr Liab:$10.15
Cash Flow/Oper:-$7.38Equity:$9.76
Cash Flow/Fin:$6.90Cash:$2.45
Cash Flow/Inv:-$0.65Working Cap:$0.61

Competition
The Company's competitors vary in size and scope and the breadth of products and services offered. The Company's online learning authoring products face competition from developers of multimedia authoring tools. Librarian faces competition from vendors of other management systems, including those offered with off-the-shelf technology-based training courses, and the Company's professional services business faces competition from many small, regional online learning and technology-based training services businesses as well as large professional consulting firms and in-house training departments. Because of the emerging nature of the market for online learning, the Company believes that being first to achieve market or brand awareness should provide a competitive advantage. A number of large companies have announced an intention to enter the market for online learning and technology-based training. There can be no assurance that additional companies will not enter the online learning market and offer products and services that are competitive with those of the Company. Increased competition could result in pricing pressures, reduced margins or the failure of the Company's products and services to achieve or maintain market acceptance, any of which could have a material adverse effect on the Company's business, operating results and financial condition.

Business Plan
The Company's objective is to be the leading provider of online enterprise learning solutions. Key elements of the Company's strategy to achieve this objective are: (I) Provide a Single Source Online Enterprise Learning Solution, (ii) Extend Technology Leadership, (iii) Provide Superior Professional Services, (iv) Expand Sales and Marketing Capabilities and Leverage Relationships, (v) Broaden Market for Online Learning Authoring Products and (vi) Promote Successful Enterprise Implementations at Key Accounts.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital.

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